UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the

                         Securities Exchange Act of 1934

         Date of Report (Date of earliest event reported): March 10, 2005


                              FAB INDUSTRIES, INC.
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             (Exact name of registrant as specified in its charter)


                                    DELAWARE
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                 (State or other jurisdiction of incorporation)


               1-5901                                   13-2581181
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       (Commission File Number)               (IRS Employer Identification No.)


   200 MADISON AVENUE, NEW YORK, NEW YORK                       10016
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  (Address of principal executive offices)                    (Zip Code)


   Registrant's telephone number, including area code:  (212) 592-2700
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                                 NOT APPLICABLE
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          (Former name or former address, if changed since last report)

     Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (SEE General Instruction A.2. below):

     [_] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)

     [_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)

     [_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

     [_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))



ITEM 3.01.     NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING 
               RULE OR STANDARD:   TRANSFER OF LISTING

               On March 10, 2005, the Company received oral notice from The
American Stock Exchange ("AMEX") that it is not in compliance with the continued
listing standards as set forth in Section 1101 of the AMEX Company Guide as a
result of the Company's failure to file its annual report on Form 10-K for the
fiscal year ended November 27, 2004. AMEX further advised the Company that it
will hold trading of the Company's common stock March 15, 2005, if the Company
is not then in compliance with all AMEX continued listing standards. The Company
expects its stock will be permitted to trade on the AMEX once its annual report
on Form 10-K is filed. The Company intends to file its annual report on Form
10-K as soon as practicable following completion of its previously disclosed
liquidation analysis. The press release announcing the foregoing is furnished as
Exhibit 99.1.


ITEM 9.01.     FINANCIAL STATEMENTS AND EXHIBITS


Exhibit 99.1   Press Release of Fab Industries, Inc., dated March 14, 2005.





                                   SIGNATURES

                  Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

                                           FAB INDUSTRIES, INC.



                                            By: /s/ Samson Bitensky
                                                -------------------------------
                                                Name:  Samson Bitensky
                                                Title: Chairman of the Board and
                                                       Chief Executive Officer




Date:  March 14, 2005






                                INDEX TO EXHIBITS


EXHIBIT
NUMBER         DESCRIPTION
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99.1           Press Release of Fab Industries, Inc., dated March 14, 2005.